SEC Division of Corporation Finance no-action letter: Calvert Management Series

January 11, 2018
Response of the Office of Mergers and Acquisitions Division of Corporation Finance Maureen A. Gemma Vice President Calvert Research and Management Two International Place Boston, MA 02110 Re: Calvert Management Series Request for Exemptive Relief from Exchange Act Rule 14e-5 Dear Ms. Gemma:
We are responding to your letter requesting exemptive relief dated January 11, 2018 and addressed to Ted Yu and Tiffany Posil. To avoid having to recite or summarize the facts set forth in your letter, our response is attached to the enclosed photocopy of your correspondence. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your January 11, 2018 correspondence. On the basis of the representations made and the facts presented in your January 11, 2018 letter, the Division of Corporation Finance, acting for the Commission pursuant to delegated authority, by separate order is granting an exemption from Exchange Act Rule 14e-5. This exemptive relief permits any Authorized Participant acting as a dealer-manager of a tender offer for a security in which the NextShares Fund invests to redeem Shares of the NextShares Fund in Creation Unit size aggregations for Redemption Instruments in the Basket that may include a subject security or related security as defined under Exchange Act Rule 14e￾5(c). The exemptive relief also operates to permit such persons, described in your letter as “covered persons” within the meaning of Exchange Act Rule 14e-5(c)(3)(ii), to engage in secondary market transactions with respect to the Shares after the first public announcement of the tender offer and during such tender offer given that such transactions could include, or be deemed to include, purchases of, or arrangements to purchase, subject securities or related securities. In addition, the exemptive relief permits such covered persons to make purchases of, or arrangements to purchase, subject securities or related securities in the secondary market for

Maureen A. Gemma
Calvert Research and Management
January 11, 2018 the purpose of transferring such securities to purchase one or more Creation Units of Shares, under the circumstances described in your letter. To the extent that either the Trust or the NextShares Fund constitutes a covered person within the meaning of Exchange Act Rule 14e-5(c)(3)(iv), each also may rely upon the exemptive relief granted herein. In granting this exemptive relief, we note in particular that our grant of relief is conditioned upon the following:

• no purchases of subject securities or related securities made by broker-dealers acting as
  dealer-managers of a tender offer would be effected for the purpose of facilitating a tender offer;
• any purchases of a portfolio security by a dealer-manager during a tender offer will be
  effected as adjustments to a basket of securities in the ordinary course of business as a result of a change in the composition of the NextShares Fund’s portfolio; and
• except for the relief specifically granted herein, any broker-dealer acting as a dealer￾manager of a tender offer will comply with Exchange Act Rule 14e-5.
  The foregoing exemptive relief is based solely on the representations and the facts presented in your letter. The exemptive relief granted is strictly limited to the application of Exchange Act Rule 14e-5 to the transactions described in your letter. These transactions should be discontinued pending further consultations with the Commission staff if any of the facts or representations set forth in your letter change. In addition, this exemptive relief is subject to modification or revocation if at any time the Commission or the Division of Corporation Finance determines that such action is necessary or appropriate in furtherance of the purposes of the Exchange Act. We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Exchange Act Sections 10(b) and 14(e) and Exchange Act Rules 10b-5 and 14e-3, thereunder. The transactions and covered persons within the scope of this exemptive relief must comply with these and any other applicable provisions of the federal securities laws. The Division of Corporation Finance expresses no view on any other questions that may be raised by the transactions described in your letter, including, but not limited to, the

Maureen A. Gemma
Calvert Research and Management
January 11, 2018 adequacy of disclosure concerning, and the applicability of any other federal or state laws to, such transactions. Sincerely, For the Commission, By the Division of Corporation Finance pursuant to delegated authority, /s/ Ted Yu Ted Yu Chief, Office of Mergers and Acquisitions Division of Corporation Finance Enclosures

UNITED STATES OF AMERICA
BEFORE THE
SECURITIES AND EXCHANGE COMMISSION
January 11, 2018

---

In the Matter of Transactions in Shares of Calvert Ultra-Short Duration Income NextShares _____________________________________ ORDER GRANTING EXEMPTION FROM EXCHANGE ACT RULE 14E-5 Calvert Management Seriessubmitted a letter dated January 11, 2018 requesting that the Securities and Exchange Commission (“Commission”) grant an exemption from Exchange Act Rule 14e-5 for the transactions in Shares described in its letter (“Request”). Based on the representations and the facts presented in the Request, and subject to the terms and conditions described inthe letter from the Division of Corporation Finance dated January 11, 2018, it is ORDERED that the request for an exemption from Exchange Act Rule 14e-5 is hereby granted. For the Commission, by the Division of Corporation Finance, pursuant to delegated authority. Brent J. Fields Secretary Action as set forth or recommended herein APPROVED pursuant to authority delegated by the Commission under Public Law 87-592. For: Division of Corporation Finance By: /s/ Ted Yu Date: 01/11/2018